Fortune Real Estate Investment Trust
Total Page：16
File Type：pdf, Size：1020Kb
The Securities and Futures Commission of Hong Kong, Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Fortune Real Estate Investment Trust (a Hong Kong collective investment scheme authorized under section 104 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) (Stock Code: 778) Managed by ARA Asset Management (Fortune) Limited OVERSEAS REGULATORY ANNOUNCEMENT This overseas regulatory announcement is issued pursuant to paragraph 10.3 of the Code on Real Estate Investment Trusts published by the Securities and Futures Commission of Hong Kong. Please refer to the attached announcement on the next page issued on the Singapore Exchange Securities Trading Limited by Fortune REIT on 21 January 2015. By order of the board of directors of ARA Asset Management (Fortune) Limited (in its capacity as manager of Fortune Real Estate Investment Trust) ANG Meng Huat, Anthony Executive Director and Chief Executive Officer Hong Kong, 21 January 2015 The Directors of the Manager as at the date of this announcement are Dr. Chiu Kwok Hung, Justin (Chairman), Mr. Lim Hwee Chiang, Mr. Ip Tak Chuen, Edmond and Ms. Yeung, Eirene as Non-executive Directors; Mr. Ang Meng Huat, Anthony and Ms. Chiu Yu, Justina as Executive Directors; Mr. Lim Lee Meng, Mrs. Sng Sow-Mei (alias Poon Sow Mei) and Dr. Lan Hong Tsung, David as Independent Non-executive Directors; and Mr. Ma Lai Chee, Gerald as Alternate Director to Mr. Ip Tak Chuen, Edmond. Fortune Real Estate Investment Trust Financial Statements For the financial year ended 31 December 2014 The financial statements for the year ended 31 December 2014 have been audited by our auditors. Fortune Real Estate Investment Trust (“Fortune REIT”) is a real estate investment trust constituted by a Trust Deed entered into on 4 July 2003 (as amended) made between ARA Asset Management (Fortune) Limited, as the Manager of Fortune REIT, and HSBC Institutional Trust Services (Singapore) Limited, as the Trustee of Fortune REIT. Fortune REIT was listed on the Singapore Exchange Securities Trading Limited and The Stock Exchange of Hong Kong Limited on 12 August 2003 and 20 April 2010 respectively. Following the completion of the acquisition of Laguna Plaza on 9 January 2015, Fortune REIT currently holds a portfolio of 18 private housing estate retail properties in Hong Kong, comprising of 3.27 million sq ft of retail space and 2,756 car parking spaces. The retail properties are Fortune City One, Fortune Kingswood, Ma On Shan Plaza, Metro Town, Fortune Metropolis, Laguna Plaza, Belvedere Square, Waldorf Avenue, Caribbean Square, Provident Square, Jubilee Square, Smartland, Tsing Yi Square, Nob Hill Square, Centre de Laguna, Hampton Loft, Lido Avenue and Rhine Avenue. They house tenants from diverse trade sectors such as supermarkets, food and beverage outlets, banks, real estate agencies, and education providers. 1 Financial Statements Announcement For the period from 1 January 2014 to 31 December 2014 1 (a) (i) Statement of profit or loss (for the Group) together with a comparative statement for the corresponding period of the immediately preceding financial year HK$ '000 % HK$ '000 % Actual Actual Increase/ Actual Actual Increase/ 1/10/14 to 1/10/13 to (Decrease) 1/1/14 to 1/1/13 to (Decrease) 31/12/14 (a) 31/12/13 (a) 31/12/14 (a) 31/12/13 (a) Revenue(b) 348,699 319,305 9.2% 1,355,592 1,070,152 26.7% Charge-out collections(c) 76,987 73,254 5.1% 300,182 247,311 21.4% Total revenue 425,686 392,559 8.4% 1,655,774 1,317,463 25.7% Property management fees (9,793) (9,067) 8.0% (38,339) (30,481) 25.8% Other property operating expenses (113,251) (99,800) 13.5% (420,074) (329,901) 27.3% Property operating expenses (123,044) (108,867) 13.0% (458,413) (360,382) 27.2% Net property income (before manager's 302,642 283,692 6.7% 1,197,361 957,081 25.1% performance fee) Manager’s performance fee (9,129) (8,532) 7.0% (36,137) (28,750) 25.7% Net property income 293,513 275,160 6.7% 1,161,224 928,331 25.1% Interest Income 1,616 682 NM 7,161 1,242 NM Net property income after interest income 295,129 275,842 7.0% 1,168,385 929,573 25.7% Gain on disposal of investment properties (d) - - NM - 897 (100.0%) Change in fair value of investment properties(e) 1,809,089 1,130,760 60.0% 3,321,779 3,088,725 7.5% Change in fair value of financial instruments(f) (21,067) 11,476 NM (29,233) 114,803 NM Profit before borrowing costs 2,083,151 1,418,078 46.9% 4,460,931 4,133,998 7.9% Borrowing costs (53,722) (53,114) 1.1% (215,085) (153,832) 39.8% Profit before tax 2,029,429 1,364,964 48.7% 4,245,846 3,980,166 6.7% Hong Kong taxation : Current taxation (34,321) (32,059) 7.1% (138,618) (108,120) 28.2% Deferred taxation (8,926) (7,939) 12.4% (31,858) (26,103) 22.0% Total Hong Kong taxation (43,247) (39,998) 8.1% (170,476) (134,223) 27.0% Net profit of property companies 1,986,182 1,324,966 49.9% 4,075,370 3,845,943 6.0% Manager's base fee (24,742) (22,184) 11.5% (92,891) (70,505) 31.8% Foreign exchange (loss)/gain(g) (261) (5) NM (315) 92 NM Non-tax deductible trust expenses(h) (9,319) (93,806) (90.1%) (49,204) (126,997) (61.3%) Tax deductible trust expenses (984) (1,171) (16.0%) (4,135) (4,059) 1.9% Non tax-exempt income(i) 39 631 (93.8%) 2,501 3,223 (22.4%) Singapore taxation (8) (108) (92.6%) (420) 1,707 (124.6%) Total trust expenses (35,275) (116,643) (69.8%) (144,464) (196,539) (26.5%) Net profit of the Group, before transactions with unitholders 1,950,907 1,208,323 61.5% 3,930,906 3,649,404 7.7% Distributions to unitholders(j) (197,207) (182,082) 8.3% (780,770) (642,389) 21.5% Net profit of the Group, after transactions with unitholders 1,753,700 1,026,241 70.9% 3,150,136 3,007,015 4.8% Net profit of the Group, before transactions with unitholders 1,950,907 1,208,323 61.5% 3,930,906 3,649,404 7.7% Add/(Less): Manager's base fee 24,742 22,184 11.5% 92,891 70,505 31.8% Foreign exchange loss/(gain)(g) 261 5 NM 315 (92) NM Non-tax deductible trust expenses(h) 9,319 93,806 (90.1%) 49,204 126,997 (61.3%) Gain on disposal of investment property(d) - - NM - (897) (100.0%) Change in fair value of financial instruments(f) 21,067 (11,476) NM 29,233 (114,803) NM Change in fair value of investment properties(e) (1,809,089) (1,130,760) 60.0% (3,321,779) (3,088,725) 7.5% (k) Income available for distribution 197,207 182,082 8.3% 780,770 642,389 21.5% 2 Financial Statements Announcement For the period from 1 January 2014 to 31 December 2014 Footnotes: (a) The Group’s financial information incorporates the financial statements of the Trust and the Property Companies. (b) Revenue includes rental income, car park income, license income, atrium income and others. (c) Charge-out collections consist of expenses related to the operation of the properties that are payable by tenants and licensees and these expenses include air conditioning charges, management fees, promotional charges, government rents, utility charges, cleaning charges and government rates. (d) The Group sold 5 car park lots in one of the investment properties, Fortune City One, during the first quarter of 2013. (e) On 31 December 2014, an independent valuation was undertaken by Jones Lang LaSalle Limited. The firm is an independent valuer having appropriate professional qualifications and experiences in the location and category of the properties being valued. The valuations for the 17 properties were based on a combination of the Income Capitalization Method and Direct Comparison Method. The valuations adopted amounted to HK$32,720 million (31 December 2013: HK$29,338 million). (f) The amount relates to the net loss arising from the re-measurement of the interest rate swaps and caps which were ineffective under cash flow hedge or not designated for hedge accounting as at 31 December 2014. (g) Foreign exchange (loss)/gain represents realised and unrealised foreign exchange differences. The unrealised exchange difference arose from translation of monetary assets and liabilities denominated in foreign currencies into Hong Kong dollars at rates of exchange ruling at the end of the reporting period. The realised exchange difference arose from the settlement of foreign currencies payables at the transaction dates. All exchange differences are included in the statement of profit or loss. (h) Included in the non-tax deductible trust expenses the financial year ended 31 December 2014 (the “Reporting Year” or “FY2014”) was mainly (i) amortization of debt front end fee of HK$17.5 million as a result of entering into the 2013 Facilities (as defined herein); and (ii) a one-time write-off of unamortized debt front end fee of HK$9.8 million relating to previous facilities entered into in 2012 but early refinanced during the Reporting Year, and for the financial year ended 31 December 2013 was an acquisition fee of HK$58.5 million paid in the form of units to the Manager as well as an acquisition cost of HK$36.5 million for the acquisition of Fortune Kingswood.